COMPENSATION REPORT

OF

DIASORIN S.p.A

(prepared pursuant to Article 123-ter of the Uniform Financial Code and Article 84-quater of

the Issuers’ Regulations)

2

GLOSSARY

Code of Conduct: the Code of Conduct of listed companies approved in July 2014 by the

Committee for Corporate Governance and promoted by Borsa Italiana S.p.A. The Code of

Conduct is available at www.borsaitaliana.it, in the section “Borsa Italiana - Rules -

Corporate Governance”.

Civil Code. /c.c.: the Italian Civil Code.

Board or Board of Directors: the Board of Directors of the Issuer.

Reporting year: the year to which the Report refers.

Group: The DiaSorin Group.

DiaSorin, Issuer or Company: the Issuer of the shares to which the Report refers.

Issuers’ Regulations: The Regulations issued by Consob with resolution no. 11971 of 14

May 1999 on issuers, as later amended.

Stock Exchange Regulations: The Regulations for Markets organized and managed by

Borsa Italiana S.p.A.

Related Parties Regulations: The Regulations issued by Consob with resolution no. 17221

of March 12, 2010 on related-party transactions, as later amended.

Compensation Report: the Compensation Report that company must prepare pursuant to

Article 123-ter of the TUF

TUF/ Testo Unico della Finanza- Consolidated Law on Financial Intermediation:

Legislative Decree No.58 of February 24, 1998, as later amended.

3

The present compensation report (the “Compensation Report”) was prepared pursuant to

article 123-ter of Legislative Decree n. 58 dated February 24, 1998 (Testo Unico Finanza

“TUF”), as amended, and article 84-quater Consob Regulation adopted through Resolution

no. 11971 of May 14, 1999, (the “Issuers’ Regulations”) as amended, and was prepared in

compliance with Attachment 3A, Schedules 7-bis and 7-ter of the same Regulations.

The Compensation Report comprises the following sections:

- Section I illustrates the policy adopted by DiaSorin S.p.A. (the “Company”, “Issuer”

or “DiaSorin”) for the compensation of Directors and Executives with strategic

responsibilities applicable with reference to at least the following financial year, and the

procedures followed in the adoption and implementation of such policy;

- Section II, with regard to the compensation of Company Directors and Statutory

Auditors and, in aggregate form, to the compensation of DiaSorin Executives with

strategic responsibilities:

(a) Provides an adequate representation of each components of the compensation,

including payments on leaving office or termination of employment relationship;

(b) Illustrates analytically compensation paid in the year for any reason or in any form

by the Company and its subsidiaries, highlighting components of such

compensation that relate to work carried out in previous years and showing also

compensation to be paid in one or several subsequent years for activities carried out

in the year, indicating where appropriate an estimate for components that may not

be quantified in the year to which the report refers.

Section II also contains information relating to interests held in Company and its subsidiaries

by members of corporate boards and other Executives with strategic responsibilities, as well

as by their spouses (unless legally separated) and minor children, in compliance with article

84-quater, paragraph 4, of the Issuers’ Regulations.

4

SECTION I

Compensation policy adopted by the Issuer and procedures applied.

DiaSorin’s compensation policy illustrated in this Report is implemented with the support

of the Compensation Committee and is based on the principles of meritocracy and fairness.

Accordingly, the policy, methods and compensation tools adopted are clear, fair, easy to

communicate and consistent with DiaSorin’s organizational culture. Periodically, or in

response to Company dynamics, the Group’s compensation policy is benchmarked against

the outside market, using comparative analysis.

DiaSorin’s current compensation policy is structured differently by category. Specifically, a

different compensation policy is used for members of the Board of Directors and Strategic

Executives.

DiaSorin adopted a compensation policy for governance bodies to whom powers have been

delegated and senior executives that calls for incentives tied to the Company’s profitability,

together with management retention, and may include corporate incentive plans that entail

stock option grants.

As provided by Related Parties Regulations and ratified in the DiaSorin Related Parties

Transactions Procedure – available on the Company’s website at www.diasorin.com, in the

section “Investors/Governance/ Governance System” – the approval of the Compensation

Policy by the Shareholders’ Meeting exonerates the Company from applying such procedure

in resolutions of the Board of Directors regarding the remuneration of Directors and Strategic

Executives whenever these resolutions are consistent with the Compensation Policy.

Corporate bodies or individuals involved in the drafting and approval of the compensation

policy, specifying the respective roles, corporate bodies and individuals responsible for the

correct application of the policy

Main individuals and corporate bodies involved in the drafting and approval of the

Compensation Policy are the Shareholders' Meeting, the Board of Directors and the

Compensation Committee.

Board of Directors

The Board of Directors:

- appoints among its members a Compensation Committee ;

- defines the Remuneration Policy upon proposal of the Compensation Committee and

approves the Report on Remuneration, pursuant to article 123-ter, TUF, and article 84-

quater of the Issuers’ Regulation;

- consistent with the Compensation Policy, it determines the remuneration of Directors

holding particular proxies, after receiving the opinion of the Board of Statutory Auditors

and upon proposal of the Remuneration Committee, within the total amount resolved by

the Meeting pursuant to article 2389, comma 3, second paragraph of the Italian Civil

Code, and article 21 of the By-laws;

- drafts possible stock option plans and share-based benefit plans for Directors,

employees and associates, including Executive with strategic responsibilities, submits

them to the approval of the Shareholders’ Meeting pursuant to article 114-bis, TUF, and

oversees their implementation.

5

Compensation Committee

The Issuer’s Board of Directors, consistent with the provision of the Stock Exchange

Regulations and the Corporate Governance Code, established an internal Compensation

Committee comprised of non-executive Directors, the majority of whom are independent

Directors. The Compensation Committee is responsible for:

- submitting to the Board of Directors proposals, concerning the compensation of the

Chief Executive Officer and all other Directors who perform special tasks, and monitoring

the proper implementation of approved resolutions;

- submitting to the Board of Directors general recommendations concerning the

compensation of DiaSorin Group Executives with Strategic Responsibilities, taking into

account the information and indications provided by the Chief Executive Officer, and

assessing on a regular basis the criteria adopted to determine the compensation of the

abovementioned executives.

The Compensation Committee will also be expected to participate in managing any future

stock option plans that may be approved by the Issuer’s relevant corporate governance

bodies.

The Compensation Committee submits proposals to the Board of Directors as to the

remuneration of Executive Directors and of other Directors holding particular positions,

Executive with strategic responsibilities in addition to the setting of performance objectives

related to the possible variable component of remuneration, monitoring the application of

decisions adopted by the Board and verifying in particular the actual achievement of

performance objectives;

The Compensation Committee assesses periodically the adequacy, overall consistency and

application of the Compensation Policy for Executive Directors and other Directors holding

particular positions and Executives with strategic responsibilities.

The Compensation Committee elected on April 22, 2013 is comprised of the following

Directors: Giuseppe Alessandria (Independent Director) who serves as Chairman, Roberta

Somati (Independent Director) and Michele Denegri (non-executive Director).

Shareholders’ Meeting

With regard to remuneration, the Shareholders’ Meeting:

- determines the compensation of the members of the Board of Directors and the Board

of Statutory Auditors pursuant to article 2364, paragraph 1, n. 3, and where appropriate

of article 2389, paragraph 3, of the Italian Civil Code, and of article 21 of the By-laws;

- votes to approve Section I of the Compensation Report drafted by the Board of

Directors.

Compensation of the members of governance bodies.

Pursuant to Article 16 of the Bylaws, Directors are entitled to be reimbursed for expenses

incurred in connection with their office. In addition, they are provided with an annual

compensation approved by the Ordinary Shareholders’ Meeting that elects them. The

Shareholders’ Meeting may set a total amount as compensation for all of the Directors,

except for those who have been delegated to perform operational functions, whose

6

compensation is determined by the Board of Directors with the input of the Board of

Statutory Auditor. Alternatively, the Shareholders’ Meeting may exercise its right to set a

total amount as compensation for all of the Directors, including those entrusted with special

tasks.

The fee awarded by the Shareholders’ Meeting to the Board of Directors for its term of office

as a cumulative amount is allocated by the Board of Directors, based on the input of the

relevant internal consultative bodies, taking into accounts the functions performed, the posts

held and they key roles played by the Chairman and Deputy Chairman, and covers only the

fixed compensation component for the different posts held during the term of office.

These amounts do not apply to any special tasks assigned pursuant to Article 2389, Section

2, of the Italian Civil Code.

The Deputy Chairman receives a specific compensation based on the position held. Please

note that no compensation is provided for members of the Board of Directors who already

receive compensation for their managerial employment relationship with the Issuer. The

compensation of Independent Directors is the same for all them. Independent Directors who

serve as Chairman of Nominating Committee, Control and Risks Committee and

Compensation Committee receive a further ad hoc compensation in addition to the Director

compensation.

There is no variable bonus system or stock option plan for Director. Moreover, when a

Director is also a Company executive, DiaSorin will pay no fee for serving on the Board of

Directors and such post will be granted and accepted without compensation.

Compensation of General Managers and other Executives with strategic responsibilities.

The compensation policy of the General Manager and Strategic Executives is aimed at

achieving an optimum convergence of the value received by Executives and the Market

value with the interests of the Company and its Shareholders. This policy is based on an in-

depth assessment performed by the Compensation Committee, based in part on

benchmarking analyses aimed at comparing the compensation awarded by publicly traded

companies with comparable capitalization. In 2014 the Company availed itself of the

consultancy services provided by independent expert of Hay Group S.r.l. who conducted a

benchmarking analysis on the remuneration of Strategic Executive.

The gross annual compensation includes a fixed portion, based on the post held, the level of

personal competencies and the assigned responsibilities, and an important variable portion

(Variable Incentive or Target Bonus) tied to operating performance, which is a key objective

in terms of the value creation task assigned to Strategic Executives.

The Target Bonus representing the variable portion of the annual compensation is paid in a

lump sum, usually in March, after the Board of Directors has approved the actual operating

results for the previous year, as certified and approved by the relevant corporate and auditing

functions.

Executives are also beneficiaries of the Company’s stock option plans, which are designed

to retain these Executives and reward them based on the increase in the Company’s value.

The details of these plans were disclosed in the Information Memoranda posted on the

Company website.

Exercise of options does not require the attainment of performance targets, therefore, no

procedure are envisaged for the review of the plans in relation to possible variations in the

basic target.

7

Benchmarking against the reference market for the compensation of the General

Manager and Director with Executive Duties.

In addition to the abovementioned principles of fairness and meritocracy, DiaSorin uses a

market compensation analysis, based on a job grading system with the aim of verifying the

standing of its General Manager and Strategic Executives vis-à-vis a panel of other

companies operating in the European market1.

Lastly, the Company provided the General Manager and the Senior Corporate Vice President

Commercial Operations with a stability commitment aimed at extending the protection

available to Executives under the National Collective Bargaining Agreement for Executives

in the event that, for reasons other than just cause, the employment relationship is terminated

due to serious fault by the Company or objective hardship caused by major organizational

changes, with or without change in the Company’s reference shareholder (see Section II of

this document).

Procedure to manage the variable portion of the annual compensation of the General

Manager and Strategic Executives

In 2014, the objective parameter used to determine the variable portion of the compensation

(Target Bonus) of the General Manager and the Senior Corporate Vice President

Commercial Operations, who serve also as Directors, was the EBIT amount in the budget

approved by the Board of Directors, whereas the variable portion of the compensation of

Strategic Executives was the EBIT amount with a weight ranging from between 25% and

100% recognized on the basis of the Actions. The amount of the variable bonus for achieving

100% of budgeted EBIT is equal to 50% of the fixed portion of the annual compensation of

the General Manager and an amount ranging between 35% and 50% of the fixed compensation

for the other Strategic Executives.

The variable bonus can vary based on how actual results diverge from the budget: up to a

maximum of 30% for actual results that are equal to or exceed the EBIT budget target by

30% or more (the percentage increase of the bonus is directly related to the improvement of

the actual result above the target parameter, up to a maximum of 30%).

If actual EBIT are lower than the budgeted target, the bonus is cut in half if actual EBIT are

equal to 95% of budgeted EBIT and is completely eliminated if the actual EBIT amount is

less than 95% of budgeted EBIT.

For actual amounts that fall between 95% and 100% of budgeted EBIT, the bonus is reduced

proportionately.

The variable bonus is paid to the General Manager and Strategic Executives in a lump sum,

based on the actual EBIT amount, as certified by the competent corporate and audit functions

and approved by the Board of Directors. The bonus paid to the Strategic Executives is based

on the evaluation of the General Manager and proportionally recognized on the basis of their

actions.

The variable bonus paid to the General Manager and Strategic Executives is submitted to the

Compensation Committee.

1 Benchmarking analysis carried out with the support of the consultancy company Hay Group.

8

Revision of compensation of Directors who perform executive functions and Executives

with Strategic Responsibilities as of January 2015.

As of January 2015 the Issuer, following the input of the Compensation Committee, deemed

it appropriate to revise the compensation of General Manager consistent with benchmarking

data in the reference market.

In January 2015 the Issuer approved the adjustments to the following compensations:

Gross annual compensation: 700,000.00 Euros (+24.63% compared with the

previous year)

Target Bonus (Variable): 350,000.00 Euros (+25% compared with the previous year)

No adjustments to the gross annual compensation of the other Strategic Executives were

defined in 2015.

The General Manager adopted for the Strategic Executives who report to him directly a 2015

incentive plan that estimates a Group target (EBIT), with a variable weight ranging between

25% and 100% of the total Target Bonus. The structure of the incentive plan for the General

Manager is unchanged compared with previous years and is measured exclusively on Group

EBIT.

Fringe benefits

Pursuant to the policy adopted by the Issuer for fringe benefits 2, the award of such benefits

to Strategic Executives, including the two Executives who serve on the Board of Directors,

is consistent with the relevant Company procedure or the reference national collective

bargaining agreement. Specifically, regarding the company car, the policy currently in effect

at DiaSorin calls for the use of a company car of the “Direttori” class.

No insurance, retirement or pension benefits, other than those required pursuant to law,

collective and supplementary agreements, are provided to any Strategic Executive.

Severance indemnity

The Remuneration Policy makes provision that payments made on leaving office or

termination of the employment relationship are regulated under the existing contractual

relations with Executive Directors and Executives with strategic responsibilities.

2 Excluding Stock Options.

9

SECTION II

With regard to the remuneration of Directors and Statutory Auditors, and, in aggregate form, to the

compensation of managers with strategic responsibilities, the present Section:

- in the first part supplies an adequate representation of each components of the remuneration,

including payments on leaving office or termination of employment relationship,

highlighting the consistency of the same with the remuneration policy followed by the

Company as approved in the previous year; amounts and composition of remunerations paid

in the year 2014 are in line with Compensation Policy adopted by the Company;

- in the second part illustrates analytically compensation paid in the year (2014) for any

reason and in any form by the Company and its subsidiaries, highlighting components of

such compensation that relate to activities carried out in previous years and showing also

compensation to be paid in one or several subsequent years for activities carried out in the

year, indicating where appropriate an estimate for components that may not be quantified

in the year to which the report refers.

- in the third part provides information on the grant of financial instruments to directors,

executives and other employees of DiaSorin ad its subsidiaries;

- in the fourth part indicates also (applying criteria established in Attachment 3A, Schedule

7-ter of the Issuers Regulations), investments held in the Company and its subsidiaries by

members of the Company’s boards, by its General Manager and by executives with strategic

responsibilities, or by their spouses (unless legally separated) and minor children, either

directly or through companies controlled by the same, through trust companies or

fiduciaries, as resulting from the Shareholders Register, by communications received and

other information acquired by the same components of the corporate boards, the General

Manager and executive with strategic responsibilities.

Being a “minor size company” pursuant to article 3, paragraph 1, letter f) of the Related Parties

Regulations, DiaSorin (i) may supply in aggregate form information on compensation received by

executives with strategic responsibilities, other than the General Manager, and (ii) may provide

information on existing agreements providing for indemnities to be paid in case of early termination

of office only with reference to executive directors and the Chairman of the Board of Directors.

10

SECTION II - PART ONE

ITEMS THAT MAKE UP REMUNERATION

The Board of Directors receives an annual fee for the length of its term of office, as approved

by the Issuer’s Shareholders’ Meeting upon election, the latest having occurred on April 22,

2013, based on motions submitted by shareholders. In particular, the Meeting resolved to set

the annual gross compensation for the Board of Directors at an amount not exceeding

1,000,000 euros giving mandate to the Board of Directors to assign individual

compensations to individual directors.

The Board of Directors during the meeting held on April 22, 2013 assigned individual

compensations from the total set by the Shareholders’ Meeting, as follows:

- to the Chairman of the Board of Directors: annual compensation of 400,000.00 euros;

- to the Deputy Chairman of the Board of Directors: annual compensation of 150,000.00

euros;

- non- executive directors : annual compensation of Euro 35,000.00 euros each.

The Board of Directors also established that no compensation is provided for directors

already employed by the Company.

Please note that no compensation is provided for members of the Board of Directors who

already receive compensation for their managerial employment relationship with the Issuer.

The parties in question include Carlo Rosa, the current Chief Executive Officer, who is

compensated as General Manager of the Company, and Chen M. Even, the Senior Corporate

Vice President Commercial Operations, who is an Executive Director.

The compensation of the Chairman of the Board of Statutory Auditors and the individual

Statutory Auditors was determined by the Shareholders’ Meeting of April 22, 2013. The

Meeting attributed an annual compensation of 40,000 euros for the Chairman and an annual

compensation of 30,000 euros for Statutory Auditors.

Compensation of the General Manager and Director with Executive Duties.

Since January 2014, the Issuer following the input of the Compensation Committee, deemed

it appropriate to revise the compensation of General Manager and Executives with Strategic

Responsibilities consistent with benchmarking data in the reference market. The

compensation earned in 2014 by the General Manager, who also serves on the Company’s

Board of Directors, was as follows:

AMOUNT EARNED IN 2013 AMOUNT EARNED IN 2014

GROSS ANNUAL

COMPENSATION

511,678.44

EUROS

GROSS ANNUAL

COMPENSATION

561,291.06

EUROS

VARIABLE BONUS 3 193,800.00

EUROS VARIABLE BONUS 0.00 EUROS

TOTAL 705,478.44

EUROS TOTAL

561,291.06

EUROS

The L.T.I value (Long-Term Incentive) which is the value of the stock option plan, pursuant

to 2014 Plan and based on the August 2014 grant of 80,000 Stock Options, with a price of

30.7396 euros each, exercisable from August 2, 2017 and August 2, 2018 must be taken into

3 Paid in March 2014 for the 2013 reporting year.

11

account. The Plan monetization is equal to 397,818.00 Euros, out of which 55,122.00 Euros

payable in 2014.

Pursuant to 2010 Plan and based on the February 2011 grant of 100,000 stock options, with

a price of 34,275 euros each, exercisable from February 17, 2014 and February 17, 20154,

all the stock options assigned have been exercised.

The compensation earned in 2014 by the Senior Corporate Vice President Commercial

Operations, who also serves on the Company’s Board of Directors, was as follows:

AMOUNT EARNED 2013 AMOUNT EARNED 2014

GROSS ANNUAL

COMPENSATION

321,678.37

EUROS

GROSS ANNUAL

COMPENSATION

350,645.59

EUROS

VARIABLE BONUS5 114,000.00

EUROS VARIABLE BONUS 0,00 EUROS

EXTRAORDINARY BONUS

(ONE-OFF)

100,000.00

EUROS

TOTAL 535,678.37

EUROS TOTAL

350,645.59

EUROS

The L.T.I value (Long-Term Incentive) which is the value of the stock option plan, pursuant

to 2014 Plan and based on the August 2014 grant of 60,000 Stock Options, with a price of

30.7396 euros each, exercisable from August 2, 2017 and August 2, 2018 must be taken into

account. The Plan monetization is equal to 298,363.00 Euros, out of which 41,341.00

payable in 2014.

Pursuant to 2010 Plan and based on the February 2011 grant of 70,000 stock options, with a

price of 34.275 euros each, exercisable from February 17, 2014 and February 17, 20155, all

the stock options assigned have been exercised at the end of the period.

The table below shows the amount of fringe benefits provided in 2014 to the General

Manager and the Senior Corporate Vice President Commercial Operations for the benefit

mentioned above:

GENERAL MANAGER SENIOR CORPORATE V.P. COMMERCIAL

OPERATIONS

CAR FRINGE BENEFIT 3,481.56

EUROS CAR FRINGE BENEFIT

3,481.56

EUROS

TOTAL 3,481.56

EUROS TOTAL

3,481.56

EUROS

No insurance, retirement or pension benefits, other than those required pursuant to law,

collective and supplementary agreements, are provided to any Strategic Executive.

4 The final exercise date, originally set for April 30 2014, was postponed following the Board of Directors’

resolution. 5 Paid in March 2014 for the 2013 reporting year. 6 The final exercise date, originally set for April 30, 2014, was postponed following the Board of Directors’

resolution

12

Severance indemnities

The Issuer executed agreements pursuant to Article 123-bis, Section 1, Letter i), of the

Uniform Financial Code with its General Manager, Carlo Rosa (who is a Company employee

and serves as its Chief Executive Officer), and with Chen M. Even, who serves as a Director

and qualifies as an Executive with Strategic Responsibilities pursuant to Annex 1 of the

Related Parties Regulations.

Specifically these agreements provide for the payment of a predetermined termination

benefit to the abovementioned executives.

The criteria for determining the benefit payable to Carlo Rosa, in his capacity as General

Manager, was defined by the Board of Directors, upon a recommendation by the

Compensation Committee, as an amount variable between wages for 24 months, in the event

of termination without cause by the Company of the employment contract executed in

accordance with the applicable national collective bargaining agreement, and wages for up

to 36 months, in the event of a split in the post of General Manager from Chief Executive

Officer, or a change in the Company’s share capital ownership (as per Article 93 of the

Uniform Financial Code), repeated violations of the employment contract by the Company

or a material change in the employee’s job description, absent the consent of both parties.

For Chen M. Even the benefit of wages for 24 months will be due mainly in the event of Mr

Even’s resignation or firing without cause, in the event of repeated violations of the

employment contract by the Company or a material change in the employee’s job

description, absent the consent of both parties, or if there is a change in the Company’s

reference shareholders, pursuant to Article 93 of the Uniform Financial Code.

The annual compensation of the abovementioned executives is listed in a separate section,

later in this Report and in the notes to the Company’s annual financial statements.

In the event of a termination of the employment relationship, any option grants awarded to

Messrs Rosa and Even pursuant to the Company’s incentive plans will continue to be

governed by the principles set forth in the 2010 Plan and 2014 Plan Regulations (as defined

below). Additional information is provided on the Company website www.diasorin.com in

the Section “Investors/Shareholders’ Information and Board of Directors” or in the

applicable section of this Report.

***

As required by Article 84-quarter of the Issuers’ Regulations and consistent with the

requirements of Schedule 7-bis of Annex 3A to the abovementioned Regulations, the tables

that follow list the current compensation of members of Company’s corporate governance

bodies and General Manager, and the aggregate amount of the compensation of Executives

with Strategic Responsibilities.

SECTION II - PART TWO - COMPENSATION PAID TO DIRECTORS, STATUTORY AUDITORS AND TOP MANAGEMENT IN THE YEAR

Table 1

Compensation of the Board of Directors in office since April 22, 2013

First and last

name Post held

Length of

term of

office

Expiration of

term of office

Fixed

compen-

sation

(Euros)

Compensation for

serving on Committees

(Euros)

Non-equity variable

compensation

Fringe benefits

Other

compen-

sation

Total

(Euros)

Fair value of

equity compen-

sation

End of service or

termination of

employment indemnity

Bonus and

other

incentives

Profit

sharing2

Gustavo Denegri Chairman

2014

Reporting

year

Approval 2015

financial

statements

400,000 - - - - - 400,000 - -

Carlo Rosa1 Chief Executive

Officer

2014

Reporting

year

Approval 2015

financial

statements

- - - - - - - - -

Michele Denegri Deputy Chairman

2014

Reporting

year

Approval 2015

financial

statements

150,000 - - - - - 150,000 - -

Chen M. Even1 Director

2014

Reporting

year

Approval 2015

financial

statements

- - - - - - - - -

Antonio Boniolo Director

2014

Reporting

year

Approval 2015

financial

statements

35,000 - - - - - 35,000 - -

Enrico Mario

Amo Director

2014

Reporting

year

Approval 2015

financial

statements

35,000 - - - - - 35,000 - -

Franco Moscetti3 Director

2014

Reporting

year

Approval 2015

financial

statements

35,000 20,000 - - - - 55,000 - -

Giuseppe

Alessandria4 Director

2014

Reporting

year

Approval 2015

financial

statements

35,000 10,000 - - - - 45,000 - -

Stefano Altara5 Director

2014

Reporting

year 6

Approval 2015

financial

statements

35,000 - - - - - 35,000 - -

Roberta Somati Director

2014

Reporting

year

Approval 2015

financial

statements

35,000 - - - - - 35,000 - -

Maria Paola

Landini Director

2014

Reporting

year

Approval 2015

financial

statements

35,000 - - - - - 35,000 - -

Eva Desana Director

2014

Reporting

year

Approval 2015

financial

statements

35,000 - - - - - 35,000 - -

Ezio Garibaldi Director

2014

Reporting

year

Approval 2015

financial

statements

35,000 - - - - - 35,000 - -

All of the items in this table refer to compensation provided by the company that prepares the financial statements. 1 Receives compensation exclusively as a Company Executive. No compensation is provided for service on the Board of Directors 2 No profit sharing is provided, without prejudice to the right to receive dividends if a party is a shareholder or is otherwise entitled to receive dividends. 3 Chairman of Control and Risks Committee and Nominating Committee, receiving a compensation equal to 10,000.00 for the posts held. 4 Chairman of the Compensation Committee, receiving a compensation equal to 10,000.00 for the posts held. 5 Appointed on the Shareholders’ Meeting on April 23, 2014.

6 Since April 23, 2014.

14

Compensation of the Board of Statutory Auditors in office since April 22, 2013

First and last

name Post held

Length of

term of

office

Expiration of

term of office

Fixed

compen-

sation

(Euros)

Compensation for

serving on

Committees (Euros)

Non-equity variable

compensation

Fringe benefits

Other

compen-

sation

Total

(Euros)

Fair value of

equity compen-

sation

End of service or

termination of

employment

indemnity

Bonus and other

incentives

Profit

sharing2

Roberto Bracchetti

Chairman

2014

Reporting

year

Approval

2015 financial

statements

40,000 - - - - 10,0001 50,000 - -

Andrea Caretti Statutory Auditor 2014

Reporting

year

Approval 2015 financial

statements

30,000 - - - - - 30,000 - -

Ottavia Alfano Statutory Auditor

2014

Reporting

year

Approval

2015 financial

statements

30,000 - - - - - 30,000 - -

All of the items in this table refer to compensation provided by the company that prepares the financial statements.

1Compensation received as Chairman of the Supervisory Body.

15

Compensation of Executives with Strategic Responsibilities *

First and last

name Post held

Length of

term of

office

Expiration of

term of office

Fixed

compen-

sation1

(Euros)

Compensation

for serving on

Committees

(Euros)

Non-equity variable

compensation Fringe

benefits2

Other

compen-

sation

Total

(Euros)

Fair value of

equity

compen-

sation

End of service or

termination of

employment

indemnity 3

Bonus and other

incentives4

Profit

sharing**

Carlo Rosa General Manager

2014

reporting

year

- €

561,291.06 - € 0.00 - € 3,481.56 -

€

564,772.62

88,210

€

1,694,317.86

Chen M. Even Strategic

Executive

2014 reporting

year

- €

350,645.59

- € 0.00 -

€ 3,481.56 €

€ 354,127.15

64,503 €

708,254.30

Other

Executives -

2014

reporting year

-

€

795,000.00

- € 60,000.00 - € 10,158.96 € 5

€

865,158.96

213,068 -

All of the items in this table refer to compensation provided by the company that prepares the financial statements.

* In addition to Mr Rosa and Mr Even, Strategic Executives include Mr Ronchi, Mr Colotta and Mr De Angelis (the compensation of these last three is shown as an aggregate amount under “Other Strategic Executives”). ** No profit sharing is provided, without prejudice to the right to receive dividends if a party is a shareholder or is otherwise entitled to receive dividends.

1 Fixed compensation for work performed as an employee, including social security contributions and taxes payable by employees, but excluding collective social security contributions payable by the Company and the

addition to the provision for severance benefits. The fixed compensation includes the gross annual compensation, without bonus, actually disbursed as of December 31, 2014 (therefore, if a Strategic Executive is hired

during the year, the amount actually disbursed is shown, i.e., the amount from that date of hire plus the one-month year-end bonus).

2 It is the value of the fringe benefits (consistent with a taxable amount approach). Consequently, fringe benefits refer to the Company car benefit.

3 It is an indemnity for termination of the employment relationship paid if certain conditions are met (Stability Agreement). The table above shows the gross amounts provided under the “stability agreement” executed

with Messrs Rosa and Even. These amounts should be viewed as hypothetical payments for 2014 reporting year and that would be due if the employment relationship with either Mr Rosa or Mr Even should be terminated

unilaterally by the Company or if either executive should resign. These amounts have been calculated on the basis of gross annual compensation used to compute the provisions for severance benefits (fixed compensation),

hypothesis of 2014 Bonus payment (Bonus and other incentives) and fringe benefits, as previously shown. Specifically, the indemnity hypotheses used were 36 months of the gross annual compensation used to compute

the provisions for severance benefits for Mr Rosa and 24 months of the gross annual compensation used to compute the provisions for severance benefits for Mr Even. These amounts could be subject to change, as they

refer to the risk of economic exposure in the reference year (here 2014).

4 Compensation amounts that vested, but were not disbursed, during the year for targets achieved during the year under monetary incentive plans. The amounts shown above refer to the hypothetical disbursement of

bonuses (gross amounts) in March 2015 for the 2014 reporting year, which is when the bonuses accrued. In 2014, if the cost is computed on a cash basis instead of an accrual basis, the following bonuses were paid for

targets achieved in 2013: C. Rosa: 193,800 euros; C. Even: 114,000 euros; Other executives: 241,140 euros (the Other Executive cluster includes: Mr Colotta, Mr De Angelis, Mr Ronchi).

*** *** ***

SECTION II – PART THREE

INFORMATION ABOUT AWARDS OF FINANCIAL INSTRUMENTS TO DIRECTORS,

EXECUTIVES AND OTHER EMPLOYEES OF DIASORIN S.P.A. AND ITS SUBSIDIARIES

DiaSorin S.p.A. 2010 Stock Option Plan

1. Plan beneficiaries

Top executives who perform the management functions referred to in Annex 1 of the Related Parties

Regulations, including Carlo Rosa (Chief Executive Officer and General Manager), Chen M. Even (Director

and Strategic Executive), Pier Luigi De Angelis (who succeeded Andrea Senaldi as CFO on November 11,

2011), Stefano Ronchi and Francesco Colotta, who serve as Strategic Executives, and other key employees of

DiaSorin S.p.A. and its subsidiaries (the “Beneficiaries”)

2. Characteristics of the financial instruments

The 2010 Plan is a stock option plan.

The Board of Directors approved the following tranches of Options to be awarded to the Beneficiaries.

By resolution adopted on February 14, 2011, the Board of Directors approved the options to be awarded to the

Chief Executive Officer Mr Carlo Rosa, and to Director Mr Chen M. Even, who serve also as General Manager

and Senior Corporate Vice President Commercial Operations of the Company. During the resolution above, the

Chief Executive Officer Mr Carlo Rosa and Director Mr Chen M. Even abstained from voting since they are

listed as 2010 Plan Beneficiaries.

Tranche First and last

name Post held

Resolution

date

Options

awarded

Exercise

price

Market price

of the shares at

the grant date

Exercise

period

I1

Carlo Rosa General Manager 2.14.2011 100,000

€ 34.275

€ 33.63

17.2.2014-

17.2.2015

Chen M. Even Strategic Executive 2.14.2011 70,000

Other strategic executives 2.14.2011 90,000

Other executives 2.14.2011 165,000*

II Other executives 8.3.2011 40,000 € 33.493 € 31.92 9.8.2014-9.8.2015

III2 Other strategic executives 11.11.2011 50,000 € 25.042 € 23.24 11.17.2014-

11.17.2015

IV3 Other strategic executives 12.21.2011 10,000

€ 20.588 € 19.167 1.12.2015-

1.12.2016 Other key employees 12.21.2011 60,000

V Other key employees 3.9.2012 5,050* € 22.6786 € 20.20 6.29.2015-

6.29.2016

VI Other key employees 11.7.2012 10,000 € 27.2259 € 25.67 11.16.2015-

11.16.2016

VII Other key employees 3.8.2013 0* € 28.0230 € 27.51 3.10.2016-

3.10.2017

VIII Other key employees 5.10.2013 2,115* € 28.1171 € 28.80 6.15.2016-

6.15.2017

IX Other key employees 11.8.2013 10,000* € 33.5022 € 33.86 11.14.2016-

11.14.2017

* Net of options that have not been exercised or lapsed for leaving. 1 All the Option in Tranche I have been exercised at the end of the exercise period. 2 35.000 Tranche III Options have been exercised at the approval date of this Report. 3 25.000 Tranche IV Options have been exercised at the approval date of this Report

17

The Company will not provide financing or other facilities to help Beneficiaries acquire shares through

subscription.

If a Beneficiary’s employment relationship is ended, the following rules shall apply:

i) If the employment relationship is ended before the options are exercised as a result of a Bad Leaver situation,

all options awarded to the Beneficiary shall lapse automatically and shall become null and void, thereby releasing

the Company from any obligation or liability toward the Beneficiary;

ii) If the employment relationship is ended before the options are exercised as a result of a Good Leaver

situation, the Beneficiary shall retain the right to exercise his/her awarded options proportionately to the length

of his/her employment after the date of award as against the length of time running between the date of award

and the initial exercise date. Options that may not be exercised shall become void automatically, thereby

releasing the Company from any obligation or liability.

The overall cost of the 2010 Plan equal to €193,265.00 in the financial year was recognized in the income

statement as part of labour costs and general and administrative expenses, with the offsetting entries posted to

shareholder’s equity.

*** *** ***

DiaSorin S.p.A. 2014 Stock Option Plan

1. Plan beneficiaries

Top executives who perform the management functions referred to in Annex 1 of the Related Parties

Regulations, including Carlo Rosa (Chief Executive Officer and General Manager), Chen M. Even (Director

and Strategic Executive), Pier Luigi De Angelis, Stefano Ronchi and Francesco Colotta, who serve as Strategic

Executives, and other key employees of DiaSorin S.p.A. and its subsidiaries (the “Beneficiaries”)

2. Characteristics of the financial instruments

The 2014 Plan is a stock option plan.

The Board of Directors approved following tranches of Options to be awarded to the Beneficiaries.

By resolution adopted on August 1, 2014 the Board of Directors approved the options to be awarded to the

Chief Executive Officer Mr Carlo Rosa, and to Director Mr Chen M. Even, who serve also as General Manager

and Senior Corporate Vice President Commercial Operations of the Company. During the resolution above,

the Chief Executive Officer Mr Carlo Rosa and Director Mr Chen M. Even abstained from voting since they

are listed as 2014 Plan Beneficiaries.

Tranche First and last

name Post held

Resolution

date

Options

awarded

Exercise

price

Market price

of the shares at

the grant date

Exercise

period

I

Carlo Rosa General

Manager 8.1.2014 80,000

€ 30.7396 € 29.50

8.2.2017-

8.2.2018

Chen M. Even Strategic

Executive 8.1.2014 60,000

Other strategic executives 8.1.2014 150,000

Other key employees 8.1.2014 400,000*

II Other key employees 11.14.2014 5,000 € 29.670 € 31.20 11.14.2017-

11.14.2018

III Other key employees 12.18.2014 20,000 € 32.940 € 33.40 12.18.2017-

12.18.2018

* Net of options lapsed for leaving

18

The Company will not provide financing or other facilities to help Beneficiaries acquire shares through

subscription.

If a Beneficiary’s employment relationship is ended, the following rules shall apply:

i) If the employment relationship is ended before the options are exercised as a result of a Bad Leaver

situation, all options awarded to the Beneficiary shall lapse automatically and shall become null and void,

thereby releasing the Company from any obligation or liability toward the Beneficiary;

ii) If the employment relationship is ended before the options are exercised as a result of a Good Leaver

situation, the Beneficiary shall retain the right to exercise his/her awarded options proportionately to

the length of his/her employment after the date of award as against the length of time running between

the date of award and the initial exercise date7. Options that may not be exercised shall become void

automatically, thereby releasing the Company from any obligation or liability.

The overall cost of the 2014 Plan, equal to € 478,231.00 in the financial year, was recognized in the income

statement as part of labour costs and general and administrative expenses, with the offsetting entries posted to

shareholder’s equity.

*******

For additional information about stock option plans benefiting member of the Board of Directors, General

Managers, Executives with Strategic Responsibilities and other executives and employees of DiaSorin S.p.A.

and its subsidiaries, pursuant to Article 84 bis of Consob Resolution No. 11971/99, as amended, please consult

the relevant documents, which are available on the company website: www.diasorin.com.

__________________ 7 For reason of clarity the following example is provided: if the Good Leaver hypothesis occurs after 12 months from the grant date and the initial exercise date is

36 months after the grant date, the Beneficiary will have the right to exercise a third of the options granted.

TABLE 2: Stock options awarded to members of the Board of Directors, General Managers and Executives with strategic responsibilities

* Last official closing price at the grant date ** Weighted average of official close of options in the reference year *** Options not exercised that is options lapsed for Bad Leaving and Good Leaving hypothesis pursuant to the Stock option Plan

Options held at the beginning of 2014 Options awarded in 2014 Options exercised in 2014

Options

expired in

2014***

Options held

at the end of

2014

Options

vested in 2014

First and

last name Post held Plan

Number of

options

Exercise

price

Potential

exercise

period

(from-to)

Number

of

options

Exercise

price

Potential

exercise

period

(from-to)

Fair value on

grant date Grant date

Market price of

shares

underlying the

option grant *

Numb-

er of

options

Exercise

price

Market price

of shares

underlying

the option

grant **

Number of

options

Number of

options Fair value

Carlo

Rosa

General

Manager

2010

Plan 100,000 € 34.275

2/17/2014-

2/17/2015 --- --- --- --- --- --- --- --- --- --- 100,000 33,088

2014

Plan --- --- --- 80,000

€

30.7396

8/02/2017-

8/02/2018 0 8/01/2014 € 29,50 --- --- --- --- 80,000 55,122

Chen

Even

Strategic

Executive

2010

Plan 70,000 € 34.275

2/17/2014-

2/17/2015 --- --- --- --- --- --- --- --- --- --- 70,000 23,162

2014

Plan --- --- --- 60,000

€

30.7396

8/02/2017-

8/02/2018 0 8/01/2014 € 29,50 --- --- --- --- 60,000 41,341

Other Strategic

Executives

2010

Plan

(3)

90,000 € 34.275 2/17/2014-

2/17/2015 --- --- --- --- --- --- --- --- --- --- 90,000 29,779

50,000 € 25.042 2/17/2014-

2/17/2015 --- --- --- --- --- --- 25,000 € 25.042 € 32.89 --- 25,000 67,103

10,000 € 20.588 1/12/2015-

1/12/2016 --- --- --- --- --- --- --- --- --- --- 10,000 12,833

2014

Plan

(3)

--- --- --- 150,000 €

30.7396

8/02/2017-

8/02/2018 0 8/01/2014 € 29,50 --- --- --- --- 150,000 103,353

Other Executives

2010

Plan

(17)

193,164 € 34.275 2/17/2014-

2/17/2015 --- --- --- --- --- --- --- --- --- 28,164 165,000 54,595

40,000 € 33.493 9/08/2014-

9/08/2015 --- --- --- --- --- --- --- --- --- --- 40,000 61,106

60,000 € 20.588 1/12/2015-

1/12/2016 --- --- --- --- --- --- --- --- --- --- 60,000 77,000

5,050 € 22.6786 6/29/2015-

6/29/2016 --- --- --- --- --- --- --- --- --- 5,050 5,891

10,000 € 27.2259 11/16/2015-

11/16/2016 --- --- --- --- --- --- --- --- --- --- 10,000 17,496

5,000 € 28.0230 3/10/2016-

3/10/2017 --- --- --- --- --- --- --- --- --- 5,000 --- ---

5,000 € 28.1171 6/15/2016-

6/15/2017 --- --- --- --- --- --- --- --- --- 2,885 2,115 3,848

15,000 € 33.5022 11/14/2016-

11/14/2017 --- --- --- --- --- --- --- --- --- 5,000 10,000 21,690

2014

Plan

(28)

--- --- --- 420,000 €

30.7396

8/02/2017-

8/02/2018 0 8/01/2014 € 29,50 --- --- --- 20,000 400,000 275,608

--- --- --- 5,000 € 29.670 11/14/2017-

11/14/2018 0 11/14/2014 € 31,20 --- --- --- --- 5,000 1,338

--- --- --- 20,000 € 32.940 12/18/2017-

12/18/2018 0 12/18/2014 € 33,40 --- --- --- --- 20,000 1,470

Compensation at the

company preparing the

financial statements

--- --- --- --- --- --- --- --- --- --- --- --- --- --- ---

Compensation from

subsidiaries and affiliates --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---

Total

653,214 --- --- 735,000 --- --- --- --- --- 25,000 --- --- 61,049 1,302,165 885,823

20

TABLE 3 B

Cash incentive plans benefiting members of the Board of Directors, General Managers and

Executives with Strategic Responsibilities

* All compensations listed will be disbursed by the company preparing the financial statements. No compensation is due by subsidiaries or affiliated

companies.

Note: Please note that the table above reflects all types of cash incentive plans, including both short-term and medium/long-term

plans.

____________________________________

8 Payment hypothesis at March 2015 for 2014 targets 9The aggregate amount refers to the following Strategic Executives: Stefano Ronchi, Francesco Colotta, Luigi De Angelis.

A B (1) (2) (3)

First and

last name Post held

Bonus for the year * Bonuses for previous years Other bonuses

Payable/

Paid 8

Deferr

ed

Deferral

period

No

longer

payable

Payable/

Paid

Still

Deferre

d

Carlo Rosa General

Manager

€

0 - - - - - -

Chen M.

Even

Director,

Strategic

Executive

€

0 - - - - -

Other

Strategic

Executives

Strategic

Executives 9

€

60,000 - - - - - -

Total

€

60,000 - - - - - -

21

SECTION II – PART FOUR

INTERESTS HELD BY MEMBERS OF THE BOARD OF DIRECTORS, THE BOARD OF

STATUTORY AUDITORS AND EXECUTIVES WITH STRATEGIC RESPONSIBILITIES

Schedule 7–ter

Schedule with information about the equity interests held by members of corporate

governance bodies, General Managers and Executives with Strategic Responsibilities

Members of the Board of Directors in Office since April 22, 20131

Interests held in the Issuer, DiaSorin S.p.A.

FIRST AND LAST

NAME INVESTEE

COMPANY NUMBER OF SHARES

HELD AT 12/31/13

NUMBER OF

SHARES BOUGHT

IN 2014

NUMBER OF

SHARES SOLD IN

2014

NUMBER OF SHARES

HELD AT 12/31/14

Gustavo Denegri DiaSorin S.p.A. 330,000 0 0 330,000

Carlo Rosa DiaSorin S.p.A. 4,764,214 14,000 0 4,778,214

Michele Denegri DiaSorin S.p.A. 0 0 0 0

Chen M. Even DiaSorin S.p.A. 2,498,936 0 0 2,498,936

Antonio Boniolo DiaSorin S.p.A. 400,000 0 0 400,000

Enrico Mario Amo DiaSorin S.p.A. 11,000 0 0 11,000

Franco Moscetti DiaSorin S.p.A. 0 0 0 0

Giuseppe

Alessandria* DiaSorin S.p.A. 3,100 0 0 3,100

Stefano Altara DiaSorin S.p.A 0 0 0 0

Roberta Somati DiaSorin S.p.A 0 0 0 0

Maria Paola Landini DiaSorin S.p.A 0 0 0 0

Eva Desana DiaSorin S.p.A 0 0 0 0

Ezio Garibaldi DiaSorin S.p.A 11,000 0 0 11,000 1 Except Director Stefano Altara, appointed during the Shareholders’ Meeting on April 23, 2014. * Including shares held by spouse

Other Interests held in the DiaSorin Group’s companies

FIRST AND LAST

NAME INVESTEE

COMPANY

NUMBER OF

SHARES HELD AT

12/31/13

NUMBER OF

SHARES

BOUGHT IN 2014

NUMBER OF

SHARES SOLD IN

2014

NUMBER OF SHARES

HELD AT 12/31/14

Carlo Rosa

DiaSorin Ltda

(Brazil) 1 0 0 1

DiaSorin SA

(France) 1 0 0 1

Chen M. Even

DiaSorin SA

(France) 1 0 0 1

DiaSorin Mexico

SA de CV (Mexico) 1 0 0 1

DiaSorin SA/NV

(Belgium) 1 0 0 1

DiaSorin Iberia SA

(Spain) 1 0 0 1

Luigi De Angelis* DiaSorin SA

(France) 1 0 0 1

* Strategic Executive

22

Members of the Board of Statutory Auditors in Office since April 22, 2013

Executives with Strategic Responsibilities

* The table refers to the aggregating category of significant Company parties, as per Annex 1 of the Related Parties Regulations, in 2014. Transactions

executed by Messrs Rosa and Even are not included because they are shown in the table for members of the Board of Directors, even though they

qualify as executives with strategic responsibilities.

** The number of shares also includes shares acquired through the exercise of stock options.

FIRST AND

LAST NAME

INVESTEE

COMPANY

NUMBER OF

SHARES HELD AT

12/31/13

NUMBER OF

SHARES

BOUGHT IN

2014

NUMBER OF

SHARES

SOLD IN 2014

NUMBER OF

SHARES HELD AT

12/31/14

Roberto Bracchetti DiaSorin S.p.A 0 0 0 0

Andrea Caretti DiaSorin S.p.A 0 0 0 0 Ottavia Alfano DiaSorin S.p.A 0 0 0 0

Bruno Marchina DiaSorin S.p.A 0 0 0 0

Maria Carla Bottini DiaSorin S.p.A 0 0 0 0

FIRST AND LAST

NAME

INVESTEE

COMPANY

NUMBER OF

SHARES HELD AT

12/31/13

NUMBER OF

SHARES

BOUGHT IN

2014

NUMBER

OF SHARES

SOLD IN

2014

NUMBER OF

SHARES HELD AT

12/31/14

Executives with

strategic

responsibilities *

DiaSorin S.p.A. 5,000** 500 0 5,500